UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         Amendment 1
                             to
                         FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
               1934 ACT REPORTING REQUIREMENTS

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001
Commission File No. 000-30253






                      MUSIC ETC., INC.
   (Exact name of registrant as specified in its charter)







Nevada                                            88-0426887
(State of organization) (I.R.S. Employer Identification No.)

8764 Carlitas Joy Court, Las Vegas, NV 89117
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-
4688

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

There are 6,000,000 shares of common stock outstanding as of
September 30, 2000.



                PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

FINANCIAL STATEMENTS
                 INDEPENDENT AUDITORS' REPORT

Board Of Directors
Music Etc., Inc.
Las Vegas, Nevada

     I have audited the accompanying balance sheets of Music
Etc., Inc., (a development stage company), as of March 31, 2001
and March 31, 2000 and the related statements of stockholders'
equity for March 31, 2001 and statements of operations and cash
flows for the three months ended March 31, 2001 and the two
years ended December 31, 2000 and December 31, 1999 and the
period September 20, 1993 (inception) to March 31, 2001. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
     I conducted my audit in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates
made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
     In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Music Etc., Inc., as of March 31, 2001 and March
31, 2000 and the related statements of stockholders' equity for
March 31, 2001 and statements of operations and cash flows for
the three months ended March 31, 2001 and the two years ended
December 31, 2000 and December 31, 1999 and the period
September 20, 1993 (inception) to March 31, 2001 in conformity
with accounting principles generally accepted in the United
States of America.
     The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 5 to the financial statements, the Company
has had no operations and has no established source of revenue.
This raises substantial doubt about its ability to continue as
a going concern. Management's plan in regard to these matters,
are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.


/s/ Kurt D. Saliger
Kurt D. Saliger C.P.A.
December17, 2001
 1601 South Rainbow Blvd., Suite 220B .Las Vegas, Nevada 89146
           Phone: (702) 367-1988 Fax: (702) 948-8674


                       MUSIC ETC., INC.
                 (A Development Stage Company)
                        BALANCE SHEETS

<Table>

                                   <c>              <c>
                               ASSETS
                                      March            March
                                      31,2001          31, 2000
                                      ---------        ----------
CURRENT ASSETS
  Cash                                           $0                $0
                                         ----------         ---------
  TOTAL CURRENT ASSETS                           $0                $0
                                         ----------         ---------
     TOTAL ASSETS                                $0                $0
                                         ==========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Officers Advances                          $3,267              $267
                                         ----------         ---------
TOTAL CURRENT LIABILITIES                    $3,267              $267


STOCKHOLDERS EQUITY

Preferred Stock, $0.001 Par Value
Authorized 10,000,000 Shares
Issued and Outstanding
At June 30, 2001 - None                          $0

Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
March 31, 2000 - 6,000,000 shares                              $6,000
March 31, 2001 - 6,000,000 shares            $6,000

Additional paid in Capital                 ($2,315)          ($2,315)

Deficit Accumulated during
development stage                          ($6,952)          ($3,952)
                                         ----------         ---------

TOTAL STOCKHOLDERS' EQUITY                 ($3,267)            ($267)
                                         ----------         ---------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                              $0                $0
                                         ==========        ==========
</Table>
        See accompanying notes to financial statements
                             - 2 -


                     -    MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


<Table>

                       <c>              <c>              <c>
                          Three            Three
                          Months           Months           Sept. 20, 1993
                          Ended            Ended            (Inception)
                          March            March            to March
                          31,2001          31,2000          31,2001

INCOME
Revenue                               $0                $0                $0
                             -----------        ----------       -----------
TOTAL INCOME                          $0                $0                $0

EXPENSES

General, Selling
and Administrative                  $885                $0            $7,837

Amortization                          $0                $0                $0
                             -----------        ----------       -----------
TOTAL EXPENSES                      $885                $0            $7,837

NET PROFIT (LOSS)                 ($885)                $0          ($7,837)
                              ==========        ==========        ==========
NET PROFIT (LOSS)
per share -                        (NIL)             (NIL)             (NIL)
                              ==========        ==========        ==========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING              6,000,000         6,000,000         6,000,000
                              ==========        ==========        ==========
</Table>







        See accompanying notes to financial statements
                             - 3 -



                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


<Table>

                    <c>              <c>             <c>
                       Year             Year            Sep. 20, 1993
                       Ended            Ended           (Inception)
                       December         December        to March
                       31, 2000         31, 1999        31, 2001

INCOME
Revenue                            $0                $0               $0
                          -----------       -----------      -----------
TOTAL INCOME                       $0                $0               $0

EXPENSES

General, Selling
and Administrative             $3,000              $267           $6,952
Amortization                       $0                $0               $0
                          -----------       -----------      -----------
TOTAL EXPENSES                 $3,000              $267           $6,952

NET PROFIT (LOSS)            ($3,000)            ($267)         ($6,952)
                          ===========       ===========      ===========
NET PROFIT (LOSS)
PER SHARE                       (NIL)             (NIL)            (NIL)
                          ===========       ===========      ===========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING           6,000,000         6,000,000        6,000,000
                          ===========       ===========      ===========
</Table>









        See accompanying notes to financial statements
                             - 4 -



                                MUSIC ETC., INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 March 31, 2001
<Table>

                         <c>              <c>             <c>             <c>
                                     Common Stock                            (Deficit)
                                                                             Accumulated
                            Number                           Additional      During
                            of                               paid-in         Development
                            Shares           Amount          Capital         Stage


Balance,
December 31, 1998                 25,000          $3,685               $0       ($3,685)

Changed from no par
Value to $0.001
September 21, 1999                              ($3,660)           $3,660
Forward Stock Split
240 to 1
September 21, 1999             5,975,000          $5,975         ($5,975)

Net Loss,
December 31, 1999                                                                 ($267)

Balance, Dec. 31, 1999         6,000,000          $6,000         ($2,315)        $3,952)

Net loss
December 31, 2000                                                               ($3,000)
Net loss
March 31, 2001                                                                    ($885)
                                                                             -----------
Balance March 31, 2001         6,000,000          $6,000         ($2,315)       ($6,962)
                            ============      ==========      ===========    ===========
</Table>

                 See accompanying notes to financial statements
                                    -    5 -



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS


<Table>

                         <c>           <c>             <c>
                            Three         Three
                            Months        Months          Sept 20,1993
                            Ended         Ended           (Inception)
                            March         March           to March
                            31, 2001      31, 2000        31, 2001


CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                      ($885)                $0       ($6,952)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                        $0                $0             $0
Officer Advances                  $885                $0         $3,267
                             ---------         ---------      ---------
Net cash used in
Operating activities                $0                $0       ($3,685)


CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock                  $0                $0         $3,685
                             ---------         ---------      ---------
Net Increase
(decrease) in cash                  $0                $0             $0

Cash, Beginning
Of period                           $0                $0             $0
                             ---------         ---------      ---------

Cash, End
Of Period                           $0                $0             $0
                             =========         =========      =========
</Table>


         See accompanying notes to financial statements
                              - 6 -



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS

<Table>

                        <c>            <c>            <C>
                           Year           Year           Sept. 20, 1993
                           Ended          Ended          (Inception)
                           December       December       to March
                           31, 2000       31, 1999       31, 2001
CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                     ($3,000)           ($267)         ($6,952)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                         $0               $0               $0
Officer Advances                 $3,000             $267           $3,267
                             ----------       ----------      -----------
Net cash used in
Operating activities                 $0               $0         ($3,685)

CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock                   $0               $0           $3,685
                             ----------       ----------      -----------
Net Increase
(decrease) in cash                   $0               $0               $0

Cash, Beginning
Of period                            $0               $0               $0
                             ----------       ----------      -----------
Cash, End
Of Period                            $0               $0               $0
                             ==========       ==========      ===========
</Table>


         See accompanying notes to financial statements
                              - 7 -



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2001 and March 31, 2000



NOTE 1 -ORGANIZATION AND ACCOUNTING POLICIES

         The Company was incorporated September 20, 1993 under
the laws of the State of Nevada. The Company was organized to
engage in any lawful activity. The Company currently has no
operations and, in accordance with SFAS #7, is considered a
development stage company.  The Company will develop a website
charging subscribers a fee for each internet music lesson.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
          The Company records income and expenses on the accrual
          method of accounting.

     Estimates
          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported
          amounts of revenue and expenses during the reporting
          period. Actual results could differ from those
          estimates.

     Cash and equivalents
          The Company maintains a cash balance in a non-interest
          bearing bank that currently does not exceed federally
          insured limits. For the purpose of the statements of
          cash flows, all highly liquid investments with the
          maturity of three months or less are considered to be
          cash equivalents. There are no cash equivalents as of
          March 31, 2001.

     Income Taxes
          Income taxes are provided for using the liability
          method of accounting in accordance with Statement of
          Financial Accounting Standards No. 109 (SFAS #109)
          "Accounting for Income Taxes". A deferred tax asset or
          liability is recorded for all temporary differences
          between financial and tax reporting. Deferred tax
          expense (benefit) results from the net change during
          the year of deferred tax assets and liabilities.

                              -8-




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2001 and March 30, 2000



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reporting on Costs of Start-Up Activities
          In April 1998, the American Institute of Certified
          Public Accountants issued Statement of position 98-5
          ("SOP 98-5"), "Reporting the Costs of Start-up
          Activities" which provides guidance on the financial
          reporting of start-up costs and organizational costs.
          It requires costs of start-up activities and
          organizational costs to be expensed as incurred. SOP
          98-5 is effective for fiscal years beginning after
          December 15, 1998 with initial adoption reported as
          the cumulative effect of a change in accounting
          principle.

     Loss Per Share
          Net loss per share is provided in accordance with
          Statement of Financial Accounting Standards No. 128
          (SFAS #128) "Earnings Per Share".  Basic loss per
          share is computed by dividing losses available to
          common stockholders by the weighted average number of
          common shares outstanding during the period. Diluted
          loss per share reflects per share amounts that would
          have resulted if dilutive common stock equivalents had
          been converted to common stock. As of March 31, 2001
          the Company had no dilutive common stock equivalents
          such as stock options.

     Year End
          The  Company has selected December 31st as  its  fiscal
          year end.

     Year 2000 Disclosure
          The year 2000 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the year ended
     December 31,2000. The Company's total deferred tax asset as
     of March 31, 2001 is as follows:
          Net operating loss carry forward              $6,952
          Valuation allowance                           $6,952
          Net deferred tax asset                        $    0
     The federal net operating loss carry forward will expire
     in 2017 to 2019.



                               -9-

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2001 and March 31, 2000


NOTE 4 STOCKHOLDER'S EQUITY
     Common Stock
          The authorized common stock of the Company consists of
          50/000,000 shares with a par value of $0.001 per
          share.

          On July 27, 1995 the Company issued 20 shares of its
          no par value common stock in consideration of $200 in
          cash to one of its directors.

          On July 27, 1997 the Company issued 24,980 shares of
          its no par value common stock in consideration of
          $5,996 in cash to three of its directors.

          On September 21, 1999 the State of Nevada approved the
          Company's restated Articles of Incorporation that
          increased its capitalization from 25,000 common shares
          of no par value to 50,000,000 common shares with a par
          value of $0.001 and added 10,000,000 preferred shares
          with a par value of $0.001.

          On September 21, 1999 the Company forward split its
          common stock 240:1 thus increasing the number of
          outstanding common shares from 25,000 to 6,000,000
          shares.

     Preferred Stock
          The authorized preferred stock of the Company consists
          of 10,000,000 shares with a par value of $0.001 per
          share.

NOTE 5 GOING CONCERN.

          The Company's financial statements are prepared using
          generally accepted accounting principles applicable to
          a going concern, which contemplates the realization of
          assets and liquidation of liabilities in the normal
          course of business. However, the Company does not have
          significant cash or other material assets, nor does it
          have an established source of revenues sufficient to
          cover its operating costs and to allow it to continue
          as a going concern.


                              -10-



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2001 and March 31, 2000

NOTE 6 -RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real or personal
     property. An officer of the Company provides office services
     without charge. Such costs are immaterial to the financial
     statements and accordingly, have not been reflected therein.
     the officers and directors of the Company are involved in
     other business opportunities. If a specific business
     opportunity becomes available, such persons may face a
     conflict in selecting between the Company and their other
     business interests. The Company has not formulated a policy
     for the resolution of such conflicts.

NOTE 7 -WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire any
     additional shares of common or preferred stock.

NOTE 8 -OFFICER ADVANCES

     While the Company was seeking additional capital to advance
     its business plan, an officer of the Company has advanced
     funds on behalf of the Company to pay for any costs
     incurred by it. These funds are interest free.

                              -11-



ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This   report   contains  statements  that  are   forward-looking
statements  within  the meaning of the federal  securities  laws.
These   include  statements  about  our  expectations,   beliefs,
intentions  or  strategies for the future, which we  indicate  by
words  or  phrases  such  as  "anticipate,"  "expect,"  "intend,"
"plan,"  "will," "believe" and similar language. These statements
involve  known and unknown risks, including those resulting  from
economic  and  market conditions, the regulatory  environment  in
which  we  operate,  competitive activities, and  other  business
conditions, and are subject to uncertainties and assumptions  set
forth  elsewhere  in  this  registration  statement.  Our  actual
results  may differ materially from results anticipated in  these
forward-looking   statements.   We   base   our   forward-looking
statements  on  information currently available  to  us,  and  we
assume no obligation to update these statements.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of  its  amended Form 10-SB filed with the SEC on June 23,  2000.
The  description of the current plan of operation is incorporated
by reference to Section 2 of its amended Form 10-SB.

              Competition Music Etc. may encounter

Music  Etc.  is an insignificant participant among  firms,  which
engage  in  business combinations with financing  of  development
stage  enterprises.  There  are many established  management  and
financial  consulting companies and venture capital  firms  which
have  significantly  greater financial and  personnel  resources,
technical expertise and experience than Music Etc. In view of our
company's    limited   financial   resources    and    management
availability, it will continue to be at a significant competitive
disadvantage.

                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

3.1   The  exhibits,  consisting of  the  Company's  Articles  of
Incorporation, are attached to the Company's Amended Form  10-SB,
filed  on  June  23,  2000. These exhibits  are  incorporated  by
reference to that Form.

3.2   The  exhibits,  consisting of  the  Company's  Bylaws,  are
attached  to the Company's Amended Form 10-SB, filed on June  23,
2000. These exhibits are incorporated by reference to that Form.

                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.



                           Music Etc., Inc.



                           By: /s/ Lewis Eslick
                              Lewis Eslick, President



                           Date: January 9, 2002